SCRIBD ADVERTISING PROGRAM TERMS

April 18, 2008

Welcome to the Scribd , Inc. (hereafter referred to as "Scribd") content management platform consisting of the web sites located at www.Scribd.com and other web sites, services and networks owned or controlled by Scribd that allow for the authorized distribution of digital content over the Internet (the "Scribd Platform"). The Scribd Platform allows certain users to be eligible to share in certain advertising based revenue associated with the Scribd Platform as further described herein (the “Scribd Advertizing Program”).

By signing up for the Scribd Advertising Program or otherwise using or benefiting from the Scribd Advertising Program, you acknowledge that you have read, understood and agree to be bound by these Scribd Advertising Program Terms (the “Agreement”).

0. ELIGIBILITY

In order to be for the Scribd Advertising Program, you must: (i) register for an account on the Scribd Platform (your “Scribd Account”); (ii) be at least 18 years of age or older and, if you are using the Scribd Advertising Program on behalf of an organization, you must be an authorized representative of such organization with the authority to bind such organization to these terms and agree to these terms on behalf of such organization; (iii) have a PayPal account, have a billing agreement with Scribd, Inc. and have it associated with your Scribd account; and (iv) Your Scribd Account must be active and in good standing (among other things, this means that your account cannot be restricted or suspended.). If you do not meet the eligibility requirements herein, you cannot use the Scribd Advertising Program in any way.

Scribd reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.

1. DEFINITIONS

“Advertisement” means advertisements that Scribd displays in conjunction with Your Content at Scribd’s sole discretion, including, without limitation, any overlay advertisements.

“Your Content” means the digital text content that You provide on the Scribd Platform.

2. INCORPORATION BY REFERENCE

This Scribd Advertising Program Terms is incorporated into and is subject to the Scribd Platform Terms of Service (including, without limitation, all dispute resolution and indemnifications obligations therein). Your use of the Scribd Platform is subject at all times to this Scribd Advertising Program Terms, the Terms of Service, and the Scribd Platform Terms of Service. For information regarding how Scribd collects, uses and discloses Your personal information, please see the Scribd Privacy Policy

3. YOUR OBLIGATIONS AND CONDITIONS.

3.1 Compliance with Guidelines. You agree to comply with all policies, specifications and guidelines provided by Scribd from time to time regarding the Scribd Advertising Program.

3.2 Communication with Scribd. You agree to direct to Scribd, and not to any advertiser, any communication regarding any advertisements displayed in connection with the Scribd Advertising Program.

3.3 Certain Rights of Scribd. Scribd will solely control the Scribd Advertising Program and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion. Scribd reserves the right to exercise whatever lawful means it deems necessary to prevent or rectify unauthorized use (including the distribution of unauthorized content) of the Scribd Advertising Program, including, but not limited to, technological barriers, IP mapping, directly contacting your Internet Service Provider (ISP) regarding such unauthorized use, refunding monies to advertisers and seeking legal action against you. Scribd reserves the right to remove or delete any particular piece of Your Content from the Scribd Platform at any time, at its sole discretion, without cause and without notice to you.

4. PROHIBITED USES

You hereby represent and warrant that you shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate impressions of or clicks on any Advertisement link through any automated, deceptive, fraudulent or other, in Scribd’s sole discretion, inappropriate means, including but not limited to through repeated manual clicks, the use of automated query tools or computer generated requests or software; (ii) display any advertisements in Your Content; (iii) act in any way that violates any guidelines or policies posted on the Scribd Platform, as may be revised from time to time, or any other agreement between Scribd and yourself, or engage in any action or practice that disparages or devalues Scribd’s reputation or goodwill. You acknowledge that any attempted or actual violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against you, including an immediate suspension of your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

5. FEES.

5.1 Payments; No Reporting. You shall receive a payment from Scribd related to several factors that may include, but are not limited to: the number of valid clicks on certain Advertisements in the Scribd Advertising Program and valid impressions of certain Advertisements in the Scribd Advertising Program, in each case as determined by Scribd in its sole discretion. Payment shall be calculated solely based on records maintained by Scribd. No other measurements or statistics of any kind shall be accepted by Scribd or have any effect under this Agreement. Any payments to you hereunder shall be sent by Scribd within approximately thirty (30) days after the end of each calendar month if your earned balance is $100 or more. In the event the Agreement is terminated, Scribd shall pay any your remaining earned balance to you within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated. The payments made under this Agreement to you may not be transferred or in any manner passed on to any third party by you. You are solely responsible for providing and maintaining accurate contact and payment information associated with your account.

5.2 No Guarantee. Without limiting Scribd’s disclaimers in the Terms of Service or Section 10, below, Scribd makes no guarantee regarding the level of impressions of Advertisements or clicks on any Advertisement, the timing of delivery of such impressions and/or clicks, or the amount of any payment, if any, to be made to you under this Agreement.

5.3 Express Exemptions. Scribd shall not be liable for any payment:

(i) based on any amounts which result from invalid clicks or impressions on Advertisements generated by any person, bot, automated program or similar device, as determined by Scribd, including without limitation through any clicks or impressions: (1) originating from your IP addresses or computers under your control, (2) solicited by payment of money, false representation, or request for third parties to click on Advertisements, or (3) solicited by payment of money, false representation, or any illegal or otherwise inappropriate request;

(ii) based on clicks on Advertisement links or impressions that cannot be tracked due to an end user’s software limitations;

(iii) based on Advertisements benefiting charitable organizations and other placeholder Advertisements;

(iv) based on advertisements for any Scribd product or service;

(v) based on clicks associated with a significant number of invalid clicks described in (a) above;

(vi) if your account information is not valid or up-to-date; or

(vii) based on a result of any breach of this Agreement by you.

5.4 Chargebacks; Bad Debt. Scribd reserves the right to withhold payment or charge back your account due to any breach of this Agreement by you, pending Scribd's reasonable investigation of any breach of this Agreement by you, or in the event that an advertiser defaults on payment for advertisements on the Scribd Platform. Furthermore, Scribd reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to you in connection with the Scribd Advertising Program by amounts owed by you to Scribd.

5.5 Taxes. You are solely responsible for paying any governmental taxes imposed on your use of the Scribd Advertising Program, including, but not limited to, sales, use or value-added taxes. To the extent Scribd is obligated to collect such taxes or send forms to you, the applicable tax or withholding may be debited from your account and the applicable forms shall be sent to you. Scribd will request that you provide certain forms and additional information to Scribd in order to send you appropriate forms to comply with applicable laws and regulations (including without limitation, as required by Internal Review Service regulations). Failure to provide additional information may result in Scribd’s inability to credit your account AND/or your inability to participate in THE SCRIBD ADVERTISING PLATFORM. Notwithstanding the foregoing, you are solely responsible for paying all taxes in accordance with the laws and regulations that apply in your jurisdiction (including without limitation state, province, and/or country of residence).

5.6 No Other Fees; Dispute of Payments. Except as expressly set forth in Section 5.1, above, no other fees or royalties will be payable by Scribd under this Agreement in connection with the Scribd Advertising Program, or the provision of other materials or services under this Agreement. Scribd may change its pricing and/or payment structure at any time. If you dispute any payment made under the Scribd Advertising Program, you must notify Scribd in writing within thirty (30) days of any such payment; failure to so notify Scribd shall result in the waiver by you of any claim relating to any such disputed payment.

5.7 Withholding Payments; Special Circumstances. Scribd reserves the right to withhold payment from You if (i) Your Content is removed by Scribd for any reason; (ii) your Scribd account is suspended or restricted or your access to the Scribd Platform is disabled; (iii) You violate the Scribd Platform Terms of Service, including any applicable Scribd Platform policies; or (iv) Your Content is the subject of allegations of infringement or other violations of law or the rights of third parties.

6. CONFIDENTIALITY

You agree not to disclose the Confidential Information of Scribd without Scribd’s prior written consent. For the purposes of this section, “Confidential Information” includes without limitation: (a) software, technology, specifications, guidelines, documentation or other materials relating to the Scribd Advertising Program; (b) rates or statistics relating the Scribd Advertising Program; and (c) any other information designated by Scribd as "confidential" or an equivalent designation, whether orally or in writing. You may accurately disclose the amount of Scribd’s gross payments to you pursuant to the Scribd Advertising Program.

7. TERM AND TERMINATION.

7.1 Term. The term of this Agreement will begin on the date You upload Your Content and will continue until terminated in accordance with the provisions set forth in this Section 7 (the “Term”).

7.2 Termination. Scribd may, at its discretion and without case, liability or prior notice to you, immediately terminate this Agreement, your account, or suspend your particiaption in the Scribd Advertising Program at any time. You may terminate this Agreement by providing Scribd with written notification of intended termination through electronic mail at: . This Agreement will be deemed terminated by you after fifteen (15) business days after Scribd’s receipt of such notification.

7.3 Effect of Termination. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 0 through 4, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 6, and 7 through 13 of this Agreement.

8. YOUR REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that:

(i) all of the information that you provide to Scribd under this Agreement is current and accurate;

(ii) you will not include advertising of any kind within any of Your Content or on the Scribd Platform;

(iii) you have all necessary right, power and authority to enter into and to perform under this Agreement;

(iv) you have not entered into any other agreement that is in conflict with the terms of this Agreement;

(v) your Content does not violate any rights of any third party including intellectual property, publicity or other proprietary rights; and

(vi) you shall comply with all applicable laws and regulations.

9. INDEMNIFICATION

You agree to indemnify and hold harmless Scribd, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out, related to or which may arise from your of (i) your use or misuse of the Scribd Advertising Program; (ii) your breach or other violation of this Agreement including any representations, warranties and covenants herein; or (iv) your violation of the rights of any other person or entity. Scribd reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Scribd. Scribd will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

10. DISCLAIMER; LIMITATION OF LIABILITY; LIMITATION OF DAMAGES.

Scribd makes no warranties, express or implied, including, without limitation, with respect to any advertisements incorporated on or in displayed in conjunction with Your Content, links, the Scribd Advertising Program or any other service, and expressly disclaims the implied warranties of merchantability, fitness for a particular purpose, noninfringement and implied warranties arising from a course of dealing or performance.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL SCRIBD OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE SCRIBD ADVERTISING PROGRAM, EVEN IF SCRIBD OR A SCRIBD AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL SCRIBD OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SCRIBD ADVERTISING PROGRAM (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY SCRIBD, IF ANY, TO YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

11. FORCE MAJEURE

Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

12. MISCELLANEOUS

Scribd may freely assign this Agreement at any time without notice to you. You may not transfer, sell or assign your rights or obligations under this Agreement and any attempt to do so shall be void ab initio. Subject to the foregoing, this Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without reference to its choice of law doctrine. The parties agree that the federal and state courts in Santa Clara County, California will have exclusive jurisdiction over this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively. The parties are independent contractors with respect to each other. This Agreement does not constitute and may not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. No party shall have any right to obligate or bind any other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. Section or paragraph headings used in this Agreement are for reference purposes only, and may not be used in the interpretation hereof. All amendments of this Agreement must be made: (a) in writing and executed by both parties; (b) by your online acceptance of updated terms or (c) by your continued participation in the Scribd Advertising Program after such terms have been updated by Scribd. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct. A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.

13. CUSTOMER SERVICE

For assistance with questions regarding this Agreement, you can send us an email at . Responses to emails will be provided as soon as possible.